Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall: (i) deliver to Seller: (A) a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; (B) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Seller; and (C) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement. (b) At the Closing, Seller shall deliver to Buyer: (i) stock certificates evidencing the Impact Shares, free and clear of all Encumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; and (ii) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by Seller at or prior to the Closing pursuant to Section 7.02 of this Agreement.
Appears in 4 contracts
Sources: Share Exchange Agreement (Impact Biomedical Inc.), Share Exchange Agreement (Impact Biomedical Inc.), Share Exchange Agreement (Document Security Systems Inc)
Transactions to be Effected at the Closing. (a) At the Closing, the Buyer shall:
will (i) pay to the Seller the Purchase Price, adjusted in accordance with Section 2.2 above and less the amounts paid pursuant to subsection 2.2(c) above by paying such sum to the Seller by wire transfer of immediately available funds in accordance with instructions provided by the Seller, (ii) issue to the Seller the Buyer Note, (iii) execute and deliver to Seller:
the Seller the Security Agreement, and (Aiv) a duly executed and authenticated certificate or certificates representing deliver to the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller;
(B) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Seller; and
(C) the Ancillary Documents and Seller all other agreements, documents, instruments or certificates required to be delivered by the Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement.
(b) At the Closing, the Seller shall will deliver to Buyer:
the Buyer (i) stock a certificate or certificates evidencing representing the Impact Shares, free and clear of all Encumbrances, Shares duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed endorsed in blank, with all required stock transfer tax stamps affixed thereto; and
blank and (ii) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by the Seller at or prior to the Closing pursuant to Section 7.02 of this Agreement.
(c) At the Closing, the Company will distribute to the Seller (i) the excluded assets set forth in Section 2.4(c) of the Disclosure Schedule, and (ii) all cash that is not necessary to satisfy the Minimum Working Capital or the minimum cash set forth in Section 6.4.
Appears in 1 contract
Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall:
(i) shall deliver to Seller:
(Ai) a duly executed and authenticated certificate or certificates representing the DSS Common SharesInitial Purchase Price, free and clear minus the Escrow Amount, by wire transfer of all Encumbrances, registered immediately available funds to an account of Seller designated in writing by Seller to Buyer no later than one Business Day prior to the name of the SellerClosing Date;
(Bii) a duly executed the Escrow Amount to the Escrow Agent, which shall be held and authenticated certificate or certificates representing disbursed by the DSS Preferred Shares, free and clear of all Encumbrances, registered Escrow Agent as provided in the name of the SellerEscrow Agreement; and
(Ciii) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 6.02 of this Agreement.
(b) At the Closing, Seller shall deliver to Buyer:
(i) stock certificates certificate(s) evidencing the Impact Shares, free and clear of all Encumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; and
(ii) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by Seller at or prior to the Closing pursuant to Section 7.02 6.01 of this Agreement.
Appears in 1 contract
Transactions to be Effected at the Closing. (a) At the Closing, Buyer shallthe Purchaser shall deliver to the Vendor:
(i) deliver to Seller:
(A) a duly executed the VMT Cash Amount and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the SellerSEBI Cash Amount;
(Bii) a duly executed release and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name discharge of the SellerVendor from all liabilities of the Vendor in connection with any Liabilities of the Corporation, except those Liabilities that Purchaser was unaware of as a result of a breach by the Vendor of any of its representations and warranties in this Agreement; and
(Ciii) the Ancillary Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer Purchaser at or prior to before the Closing pursuant to under Section 7.03 of this Agreement6.03.
(b) At the Closing, Seller the Vendor shall deliver to Buyerthe Purchaser:
(i) stock share certificates evidencing representing the Impact Shares, free and clear of all Encumbrances, duly endorsed in blank or accompanied by stock powers forms of share transfers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; and
(ii) the Ancillary Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by Seller Vendor at or prior to before the Closing pursuant to under Section 7.02 of this Agreement6.02.
Appears in 1 contract
Sources: Share Purchase Agreement (Vision Marine Technologies Inc.)
Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall:
(i) Execute and deliver to Seller:Seller the Seller Note and pay the Estimated Cash Purchase Price (less the Escrow Deposit, which shall be retained by Seller and applied against the Purchase Price) to Seller by wire transfer of immediately available funds to a bank account (which account shall be designated by Seller and communicated to Buyer no later than two (2) Business Days prior to the Closing Date).
(Aii) a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller;
(B) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Seller; and
(C) the Ancillary Documents and Deliver all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 6.3 of this Agreement.
(b) At the Closing, Seller shall deliver to Buyer:
(i) stock certificates evidencing the Impact Shares, free and clear of all EncumbrancesEncumbrances (other than any restrictions under the Securities Act and applicable state securities laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; and
(ii) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by Seller at or prior to the Closing pursuant to Section 7.02 6.2 of this Agreement.
Appears in 1 contract
Transactions to be Effected at the Closing. At the Closing:
(a) At the Closing, Buyer shallSeller shall deliver to Purchasers:
(i) deliver to Seller:
(A) a duly executed and authenticated certificate or certificates representing the DSS Common SharesEquity Units, free and clear of all Encumbrances, registered in the name of the Seller;
(B) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Seller; and
(C) the Ancillary Documents and all Liens other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement.
(b) At the Closing, Seller shall deliver to Buyer:
(i) stock certificates evidencing the Impact Shares, free and clear of all Encumbrancesthan Permitted Liens, duly endorsed in blank or accompanied by stock powers or other instruments of duly endorsed in blank in proper form for transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; and;
(ii) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by Seller at or prior to the Closing pursuant to Section 7.02 5.01 of this Agreement; and
(iii) $25,000 by way of wire transfer, or evidence of repayment of the $25,000 intercompany loan from the Company to the Seller.
(b) Purchasers shall deliver to Seller:
(i) the WPCS Notes;
(ii) a letter of resignation of Thakur from the board of directors of the Seller, in the form attached hereto as Exhibit A;
(iii) a letter of acknowledgement of the Purchasers that all outstanding options granted by the Seller are terminated and forfeited by the Purchasers, in the form attached hereto as Exhibit B; and
(iv) all other agreements, documents, instruments or certificates required to be delivered by Purchasers at or prior to the Closing pursuant to Section 5.02 of this Agreement.
Appears in 1 contract
Sources: Securities Purchase Agreement (WPCS International Inc)